Looking Up
by MelLeigh
Summary: He knew how to help her when nobody else did. RUFUS/LILY. Doesn't take place after any particular episode, but before Allison goes back to Hudson. Possibly to be continued.


A/N: Inspired completely by a fic I read on the rufuslily live journal. (All this time lingers, undefined by cial). You should read it, it was fantastic(community./rufuslily/21638.html#cutid1)

This takes place before Allison goes back to Hudson.

**Looking Up**

by Melissa

Serena Van der Woodsen sat in History class pondering the ways she could take a nap without Mr. Hathey catching her and dishing out another detention, when her phone went off with the latest news from Gossip Girl.

**You heard it hear first: Mama Van der Woodsen was seen throwing a large Tiffany rock at C's dad's forehead. Hope it doesn't leave a dent, Mr. B. Guess that means no more extravagant UES wedding. Another one bits the dust. In related news, it would seem that Lonley Boys runaway mother is back in Brooklyn. This should be interesting. Stay put for more details.**

**XOXO**

**Gossip Girl**

Her mom was on Gossip Girl? Seriously? Serena just smiled and put away her phone. She knew Bart Bass wasn't right for her mother, and now she didn't have to be related to Chuck.

TWO WEEKS LATER

Rufus stared out of the cab's window. Watching Brooklyn fade away and downtown Manhattan come into full view. He sat next to his so called wife, Allison, in an awkward silence that he didn't think could exist in a marriage. He hated to be the pessimist but he knew things weren't going to be the same as they were before, and even if they were would that be good enough?

Throughout the course of his entire marriage to Allison they always had to fight for what they had, he would give them that. But for something they had to fight so hard for, the prize wasn't all he hoped it would be. He had always comforted himself with the idea that the high points and the sparks of their relationship we're just around the corner. He thought he would feel it when they got married. When he didn't, he thought it would happen when they had kids. When he still didn't feel the spark after a marriage, two kids, and seventeen years later he had to admit to himself that it wasn't going to happen.

But here they were, Rufus and Allison, in a cab heading towards some fancy restaurant in attempts to "talk it out" and "make this work."

XOXOXOXOXO

Dinner is, if possible, even more awkward than the cab ride. Allison attempts to make small talk, but it is evident that Rufus doesn't want to waste his time on that. After 17 years of small talk he thinks its time that actually acknowledge the state of their relationship.

"Look Allison, I think we both know..." He begins to speak but is cut off by the shrill of his cell phone in the quiet restaurant. He glances at the caller ID to see that Serena Van der Woodsen is calling him. Allison glares at Rufus for starting to answer the phone at dinner.

"I have to take this. It's Serena. Something might be wrong with Dan," he explains opening the phone.

"This is Rufus,"

"Where is she?"

"I'll be right there," Rufus replies immediately slamming the phone shut and grabbing his jacket.

He's normally a rational and calm person, but as he hangs up the worry is evident in his features and in his voice. Allison knows that look, there's only one thing, or person rather, that could make Rufus panic this much.

"Allison I'm sorry, I have to go." To her horror, he drops some bills on the table ready to excuse himself from the restaurant.

After he brushes past, a single tear falls down Allison's cheek, a tear of regret.

"If you leave Rufus we're over," she threatens. He turns back to speak to her.

"Allison it's important. I'm sorry. Can we please just talk about this tomorrow?" He was still angry at her. She was the one that cheated. He wasn't sure he owed her anything.

"I think you've made your feelings clear," she says.

"I'm sorry Allison. I don't know how far we would have gotten with it but I wish we could have talked about it," he says with a hint of regret in his voice.

"Goodbye Rufus"

For some foolish reason she always thought she could be the one that made Rufus get over Lily Van der Woodsen. After all of these years she finally realizes what a horrible fault in judgement that was. He would never sacrifice anything for her like he would for Lily. She makes sure the waiter gets the money and realizes there's only one place she can go, back to Hudson.

XOXOXOXOXO

He hails a cab and heads for the Upper East Side. He pleads with the driver to go faster. Miraculously arriving at The Palace in a matter of minutes, Rufus pays the driver and jumps out of the cab.

Running from the curb all the way to her top floor penthouse, Rufus pounds on the door. A visibly shaken Erik answers and points to his mother's room. Rufus rounds the corner to find Chuck looking at him, no longer being able to hide the worry and Serena attempting to comfort a hysterical Lily. All of his thoughts about what just happened with Allison disappear in an instant and his focus is all on her.

The empty bottle of brandy lays forgotten beside her. Tendrils of her blond hair are uncustomarily strewn about. The sight of her sobbing on the floor breaks his heart into a million pieces.

He sits beside her and gathers her into his arms, stroking her hair and speaking slowly. Lily is shaking as the sobs rack her body. She relaxes slightly in the familiar comfort of his arms.

"Shhh Lil it's alright," he comforts, "We'll get through this Lily, like always." Serena joins her brother and Chuck on the other side of the room, her eyes wide in confusion. Rufus scoops her up and carries her to the other side of the room, laying her on the bed. He lays beside her. Though her sobbing subsides, Lily continues to cry quietly while she clings to Rufus like a lifeline.

"Lily," Rufus tries to her attention with no avail, "Lil look at me." He lifts her chin carefully with his index finger, using his thumb to gently wipe the tears from her eyes.

"Everything is going to be okay, I won't leave you," he promises sincerely as if his whole world depended on it. Which, in many ways it did.

Three other people stood in the room feeling uncomfortable, as if they were witnessing something too precious to be seen by outsiders. Chuck nudges Serena and leaves the room. Feeling satisfied that their mother was in good hands, Serena and Erik follow Chuck's lead and shut the door softly behind them.

XOXOXOXO

After hours of near silence, except for the occasional sob or soft whisper, from the bedroom, a haggard looking Rufus emerges. Three questioning faces look up from their coffee mugs. Serena gets up and pours a fourth mug placing it in front of Rufus as he sits at the table.

"She's sleeping now, and should for a while," he offers, speaking in hushed tones.

"What's wrong? Is she going to be okay? What can we do?" Serena questions quickly. Eric and Chuck just look at him, but he knows they're wondering the same things.

"Slow down and I'll explain."

" Today is the anniversary of Lily's father, your grandfather's" he gestures towards Serena and Eric, "Death. He died when she was 20."

"But they couldn't have been that close, she never mentions him," Erik questioned.

"That's because it hurt too much. Your mother and grandfather were very close. With her mother being so overbearing she always turned to her father," Serena nodded understanding.

"She adored him and never spoke a negative word about him. And she was right not to, met him a few times and he was always kind," Rufus chuckled softly at the memories, "He was the only part of your mother's family that she really felt she could trust. She told him everything and her mother nothing. When he died, it was like losing her whole family in one foul swoop."

"The time after his death was difficult for her. She had a hard time processing and adjusting to his death. Your grandmother became even more of an enemy for Lily at this point. She had to be treated for depression for a while after," Rufus explained sadly, "It was just a rough time. She threw herself into her photography in an attempt to ease the pain. She's the strongest woman I know and she pulled out of it but that didn't erase her pain. She's managed to keep her it under control, but as you can tell it still gets to her."

"Now that I think about it, I should have seen it before," Eric adds, "Last year she disappeared for that vacation in the south of France around this time last year. How could I have been so stupid? I should have tried harder to find her and check up on her."

"Don't beat yourself up about it Eric, there are just some things your mother doesn't share with anyone," Rufus explained.

"Anyone one but you, you mean," Chuck added. Rufus just took a sip from his coffee mug.

"So what can we do?" asked Erik.

"There's not much that can be done, she just has to work through it. But, if you guys could run to the donut place down the block and get a chocolate donut that might mak her feel a little better," Rufus suggested

"Mom doesn't like donuts," Serena insisted, "I've tried to share one with her before and she wouldn't even consider it."

"Trust me." Rufus replied. Deciding for the first time that they should probably trust his judgement when it came to Lily, they nodded and headed out the door.

XOXOXOXOXOXO

Rufus carefully sat on the edge of Lily's bed, stroking her face gently. Her eyes opened slowly. Realization and pain were evident immediately. She sat up slowly, her wincing showing her regret for that action. She placed a hand on her forehead signaling her major headache. Rufus handed her two Aspirin and a glass of water from the night stand. She sat up next to Rufus, placing her head on his shoulder. He wrapped his arms around her protectively as she started to speak.

"My God Rufus, where are the kids?" She questioned slowly, "I can't believe I let them see me like this. I should have been more careful, dammit."

"They went to run an errand for me and Lil it's okay to let you're kids see you at a weak point. You're their mom and human, not some sort of robot and they know that," He reassured, "I told them a about your dad and the depression but its up to you if you want to tell them more."

Tears fell once more from Lily's eyes.

"It's okay sweetheart, let it out. I know you miss him," Rufus said as he gently patted her back.

"I do I really do, Rufus. I miss him so much," she admitted sadly attempting to wipe the tears away, "Do you remember that one time he caught me sneaking out through the kitchen window?"

"I've never been so scared in my whole life as when he stuck his head out of the window, instead of you," Rufus chuckled, "I was terrified of what he was going to do to me. But instead of calling the police or beating me up, he just waved and said 'Hi, I'm Brian and you are?' "

"The look on your face was just too priceless," she responds giggling with a renewed engergy.

"Well as long as my fear entertained you, Miss Van der Woodsen," he replied sarcastically. This initiated a tickle war that ended with Lily calling a truce. They now lay side by side on her bed. She scooted over to rest her head on his chest and he wrapped an arm around her.

"Thank you Rufus," she spoke sincerely.

"Anytime Lil."

They noses were almost touching as she stared into the depth of his chocolate pools. She always could tell exactly what he was thinking by looking into his eyes.

When she couldn't hold back any longer she brought her face to his and their lips met in a slow kiss. He rolled over and cupped her face as the kiss deepened. Suddenly, the blissful moment was interrupted by the sound of the front door opening.

"That'll be the kids," Rufus informed her, disappointed that the moment was ruined, "We should go out there." With that he sat up and got off of the bed. When Lily made no motion towards getting up, he held out his hand to her. She took it, suddenly feeling more confident, and followed him out of the room.

"Hey guys," Rufus greeted not only the trio that had been there earlier but his own two children, as well.

"Hi," Lily replied sheepishly, still keeping a firm grip on Rufus' hand, clearly embarrassed to face her children after her earlier episode. Serena and Eric approached their mother giving her hugs and causing her to drop Rufus' hand. She glanced at him nervously and then focused back on her children.

"I'm sorry about earlier," she apologized.

"Mom you don't have to hide things like that from us. We want to be here to help you," Serena assured her and Eric nodded in agreement.

"We brought you this. I didn't think you would want it but Rufus said..." Eric trailed off as his mother took the paper and smiled at its contents.

"Thank you," she told them, smiling. She took a piece of the donut out of the bag and started to nibble at it while shooting a knowing behind her at Rufus, "These always were my favorite."

"Hey Jen what time is it?" Rufus asked his daughter.

"Almost 11:30."

"It's getting late so we'll leave you guys alone," Rufus told Lily.

Noticing the crestfallen look on her mother's face, Serena threw in a different suggestion, "Why don't we all go to the diner downtown for a midnight snack?" Looking around everyone seemed to nod in agreement except for Lily and Chuck.

"Chuck Bass doesn't really do diners," Chuck stated simply, gaining an eye roll from both Dan and Serena, "So I'm going to go, but I'm glad you're okay Lily." He gave her a hug before leaving the penthouse. Nobody really understood the soft spot that he had developed for the woman that was once almost his step-mother, but it was definitely in existence. Maybe Chuck Bass had a heart after all. Who knew?

Rufus grabbed Lily's hand as if to reassure her that he was still there, which lead to her consenting to the diner plan as well.

"Great let me grab my jacket," Serena exclaimed as she headed to the coat closet, "Mom?"

Lily followed her daughter to the coat closet and grabbed her pea coat. Before she could walk back to rejoin the group, she felt a tug on her arm. Serena looked at her mother apologetically.

"I was selfish Mom, and so very wrong. He's the one for you. Just look at how he looks at you. He cares about you so much and nothing should stop you from being with a man that loves you like that. I'm so sorry," tears started forming in her eyes.

"It wasn't just you, I had some things to figure out for myself anyway, but thank you," Lily replied, hugging her daughter. They went back into the room.

"Okay lets go" Lily took Rufus' hand and they followed the kids to the waiting taxi.

At the diner they ate french fries and talked about everything and anything. The kids discussed school and the latest news on Gossip Girl while their parents held hands under the table and played Footsie like teenagers.

"I love you," Lily mouthed to him from across the table. He squeezed her hand lovingly and replied in the same manner.

"I love you too Lil."

He would have never guessed it from the way his night started out, but by the end Rufus knew things in his life were looking up.

**Spotted: Lily Van der Woodsen doing some late night canoodling with Mr. Lonely Boy himself at a grungy downtown diner. S and Lonely Boy were spotted as well, so there mustn't be any objections there. Like mother like daughter. Apparently the Van der Woodsen women have a thing for boys from the wrong side of the bridge. By the looks of things the Upper East Side's most eligible bachelorette isn't all that eligible. It looks like Rockstars trump Billionaires after all.**

**You know you love me XOXO,**

**Gossip Girl.**


End file.
